MBRK Middlebrook Pharmaceuticals (MM)

Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		596087106

(1) Represents (i) 30,303,030 shares of Common Stock and (ii) a warrant to purchase 12,121,212 shares of Common Stock, as further described below

(2) Calculated based on 98,633,110 shares of Common Stock, representing (i) 86,511,898 shares of Common Stock outstanding on October 30, 2009, based on information set forth in the Form 10-Q of the Issuer for the period ended September 30, 2009; and (ii) 12,121,212 shares of Common Stock issuable upon exercise of the Warrant issued pursuant to the 2008 Share Purchase Agreement described below.

CUSIP No.		596087106

(1) Represents (i) 30,303,030 shares of Common Stock and (ii) a warrant to purchase 12,121,212 shares of Common Stock, as further described below

(2) Calculated based on 98,633,110 shares of Common Stock, representing (i) 86,511,898 shares of Common Stock outstanding on October 30, 2009, based on information set forth in the Form 10-Q of the Issuer for the period ended September 30, 2009; and (ii) 12,121,212 shares of Common Stock issuable upon exercise of the Warrant issued pursuant to the 2008 Share Purchase Agreement described below.

CUSIP No.		596087106

(1) Represents (i) 30,303,030 shares of Common Stock and (ii) a warrant to purchase 12,121,212 shares of Common Stock, as further described below

(2) Calculated based on 98,633,110 shares of Common Stock, representing (i) 86,511,898 shares of Common Stock outstanding on October 30, 2009, based on information set forth in the Form 10-Q of the Issuer for the period ended September 30, 2009; and (ii) 12,121,212 shares of Common Stock issuable upon exercise of the Warrant issued pursuant to the 2008 Share Purchase Agreement described below.

CUSIP No.		596087106

(1) Represents (i) 30,303,030 shares of Common Stock and (ii) a warrant to purchase 12,121,212 shares of Common Stock, as further described below

(2) Calculated based on 98,633,110 shares of Common Stock, representing (i) 86,511,898 shares of Common Stock outstanding on October 30, 2009, based on information set forth in the Form 10-Q of the Issuer for the period ended September 30, 2009; and (ii) 12,121,212 shares of Common Stock issuable upon exercise of the Warrant issued pursuant to the 2008 Share Purchase Agreement described below.

CUSIP No.		596087106

ITEM 1. Security of the Issuer.

This Amendment No. 1 to Schedule 13D relates to the common stock, par value $0.01 per share (“Common Stock”), of MiddleBrook Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive office is located at 20425 Seneca Meadows Parkway, Germantown, Maryland 20876.

ITEM 2. Identity and Background .

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a-c) This Schedule is being filed by the following beneficial owners of Common Stock: EGI-MBRK, L.L.C., a Delaware limited liability company (“EGI-MBRK”); EGI-Fund (08-10) Investors, L.L.C., a Delaware limited liability company (“08-10”); SZ Investments, L.L.C., a Delaware limited liability company (“SZI”); and Chai Trust Company, LLC, an Illinois limited liability company (“Chai Trust”). EGI-MBRK, 08-10, SZI and Chai Trust are sometimes collectively referred to herein as the “Reporting Persons”. The principal business of each Reporting Person is investments.

EGI-MBRK is a limited liability company, the manager of which is 08-10. 08-10 is a limited liability company, the managing member of which is SZI. The officers of each of EGI-MBRK, 08-10 and SZI are as follows:

Samuel Zell		President; President and Chairman of Equity Group Investments, L.L.C. (“EGI”)
William C. Pate		Vice President; Chief Investment Officer of EGI
Philip Tinkler		Vice President; Chief Financial Officer, Chief Operating Officer and Treasurer of EGI

SZI is indirectly owned by various trusts established for the benefit of Samuel Zell and his family (the “Trusts”). The trustee of each of the Trusts is Chai Trust. The officers and managing directors of Chai Trust are as follows:

Donald J. Liebentritt		President and a Managing Director of Chai Trust; Senior Advisor to EGI; General Counsel of Tribune Company
Bert Cohen		Managing Director of Chai Trust. Mr. Cohen is also a semi-retired investor, whose residence is 5000-4A Estate Enighed, #65, St. John, VI 00830
Kellie Zell Harper		Managing Director of Chai Trust. Mrs. Zell also works as a homemaker
Leah Zell Wanger		Managing Director of Chai Trust. Ms. Wanger is a private investor whose business address is 227 West Monroe Street, Chicago, Illinois 60603
JoAnn Zell Gillis		Managing Director of Chai Trust. Mrs. Zell Gillis is a physician
Matthew Zell		Managing Director of Chai Trust and an employee of EGI
Robert M. Levin		Senior Trust Officer and a Managing Director of Chai Trust. Mr. Levin is also a partner in the law firm Levin & Schreder Ltd., whose business address is 120 North LaSalle Street, Suite 3800, Chicago, Illinois 60602
James Bunegar		Vice President, Chief Operating Officer, Assistant Trust Officer and Treasurer of Chai Trust. Mr. Bunegar is also the Vice President - Taxes of EGI
Philip Tinkler		Chief Financial Officer of Chai Trust and an employee of EGI

CUSIP No.		596087106

The business address of each Reporting Person, Samuel Zell, Donald Liebentritt, William Pate, Philip Tinkler, Kellie Zell Harper, JoAnn Zell Gillis, Matthew Zell and James Bunegar is Two North Riverside Plaza, Suite 600, Chicago, Illinois 60606.

(d) and (e) No Reporting Person nor any above-listed officer or director of a Reporting Person has, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was, or is, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.

(f) All of the above-listed officers and directors of each Reporting Person are United States citizens.

ITEM 4 Purpose of Transaction .

Item 4 is hereby amended and restated in its entirety as follows:

The acquisition of the Shares and the 2008 Warrant by the Reporting Persons was effected for the purpose of investment in the Issuer and to provide working capital funds for the Issuer.

The Reporting Persons intend to review this investment on a continuing basis. Depending on various factors, including but not limited to each Reporting Person’s business, financial position, strategic direction and prospects, price levels of the Common Stock, conditions of the securities markets, and general economic and industry conditions, each of the Reporting Persons may in the future take such actions with respect to its investment in the Issuer as it deems appropriate, including but not limited to changing its current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D, as amended. Without limiting the foregoing, each Reporting Person may, from time to time, acquire or cause affiliates to acquire additional Common Stock, dispose of some or all of its Common Stock or continue to hold Common Stock (or any combination or derivative thereof). In addition, without limitation, the Reporting Persons, in their capacity as stockholders, may directly or indirectly engage in discussions with members of management, directors, and stockholders of the Issuer and other parties, concerning extraordinary corporate transactions (including but not limited to a merger, reorganization or liquidation) relating to the Issuer as well as concerning its business, operations, assets, strategy, future plans, prospects, corporate structure, board composition, management, capitalization, dividend policy, charter, bylaws, corporate documents and agreements. Except as set forth herein, or as would occur upon completion of any of the matters discussed herein, no Reporting Person has any present plans or proposals that would relate to or result in any of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D; provided that each Reporting Person may, at any time, review or reconsider its position with respect to the Issuer and reserves the right to develop such plans or proposals.

CUSIP No.		596087106

SIGNATURES

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED: November 17, 2009

EGI-MBRK, L.L.C.
EGI-FUND (08-10) INVESTORS, L.L.C.
SZ INVESTMENTS, L.L.C.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement; provided , however , that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)

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